Sotheby's Inc.

07/12/2019 | Press release | Distributed by Public on 07/12/2019 04:07

A preliminary proxy statement relating to a merger or acquisition

Annex A

'Person' means any individual, corporation, company, limited liability company, general or limited partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Authority.

'Personal Data' means any information (including a person's name, street address, telephone number, e-mailaddress, portrait, social security number, tax identification number, driver's license number, passport number, payment card number, bank account information and other financial information, customer or account numbers, account access codes and passwords, medical records, Internet Protocol address, geographic location, family members, browsing history, persistent identifier and demographic data ) which, whether alone or in combination with other information, identifies or relates to an identified natural person.

'Pre-ClosingBonus' has the meaning set forth in Section 5.10(b).

'Proxy Statement' has the meaning set forth in Section 5.3(a)(i).

'Qualifying Termination' means the termination of employment of a holder of a Company Equity Award (i) by the Surviving Corporation or any of its Subsidiaries or by Parent or any of its Affiliates, as applicable, without Cause (as such term is defined in the applicable Incentive Plan and corresponding award agreement) or (ii) by the Continuing Employee for Good Reason (as such term is defined in the applicable Incentive Plan and corresponding award agreement), in each case, during the 24-monthperiod following the Closing Date.

'Real Property Leases' has the meaning set forth in Section 3.11(b).

'Registered Owned Intellectual Property' means Owned Intellectual Property issued by, registered, recorded or filed with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

'Regulations' means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code.

'Related Party Contract' means any Company Contract (other than Contracts with respect to purchases, sales and consignments (and guarantees with respect to the foregoing) in the ordinary course of the Art Business consistent with past practice) between the Company or any of its Subsidiaries (or by which the Company or any of its Subsidiaries (or any property or asset thereof) is bound), on the one hand, and any one or more of the Company's Affiliates or any of the Company's or any of its Subsidiaries' officers or directors (or any of their respective family members) or any stockholder of the Company who, to the Knowledge of the Company, owns five percent (5%) or more of any class or series of the Company's capital stock, on the other hand, other than any such Contract solely between or among the Company and/or its wholly owned Subsidiaries.

'Release' means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, or disposing of Hazardous Materials into the environment.

'Representatives' means, with respect to Parent, the Company or any of their respective Subsidiaries, all financial advisors, legal counsel, financing sources, accountants or other advisors, agents or representatives.

Special Meeting Proxy Statement

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